EXHIBIT 10
INDEPENDENT BANK CORPORATION
LONG-TERM INCENTIVE PLAN
(AS AMENDED THROUGH APRIL 26, 2005)
TABLE OF CONTENTS
PAGE
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ARTICLE 1 ESTABLISHMENT AND PURPOSE OF THE PLAN.................................................................. 1
1.1 Establishment of the Plan...................................................................... 1
1.2 Purpose of the Plan............................................................................ 1
1.3 Term of Plan................................................................................... 1
ARTICLE 2 DEFINITIONS............................................................................................ 1
ARTICLE 3 ADMINISTRATION......................................................................................... 4
3.1 The Committee.................................................................................. 4
3.2 Committee Authority............................................................................ 4
ARTICLE 4 COMMON STOCK SUBJECT TO THE PLAN....................................................................... 5
ARTICLE 5 ELIGIBILITY............................................................................................ 5
ARTICLE 6 STOCK OPTIONS.......................................................................................... 6
6.1 Options........................................................................................ 6
6.2 Grants......................................................................................... 6
6.3 Incentive Stock Options........................................................................ 6
6.4 Terms of Options............................................................................... 6
ARTICLE 7 STOCK APPRECIATION RIGHTS.............................................................................. 10
7.1 Grant of SARs.................................................................................. 10
7.2 Payment of SAR Amount.......................................................................... 10
7.3 Nontransferability............................................................................. 10
ARTICLE 8 RESTRICTED STOCK....................................................................................... 10
8.1 Awards of Restricted Stock..................................................................... 10
8.2 Awards and Certificates........................................................................ 10
8.3 Restrictions and Conditions.................................................................... 11
ARTICLE 9 PERFORMANCE SHARES..................................................................................... 12
9.1 Award of Performance Shares.................................................................... 12
9.2 Terms and Conditions........................................................................... 12
ARTICLE 10 OTHER STOCK-BASED AWARDS.............................................................................. 13
10.1 Other Awards................................................................................... 13
10.2 Terms and Conditions........................................................................... 13
ARTICLE 11 TERMINATION OR AMENDMENT OF THE PLAN.................................................................. 14
ARTICLE 12 UNFUNDED PLAN......................................................................................... 14
ARTICLE 13 ADJUSTMENT PROVISIONS................................................................................. 14
13.1 Antidilution................................................................................... 14
13.2 Change in Control.............................................................................. 15
13.3 Adjustments by Administrator................................................................... 15
ARTICLE 14 GENERAL PROVISIONS.................................................................................... 15
14.1 Legend......................................................................................... 15
14.2 No Right to Employment......................................................................... 15
14.3 Withholding of Taxes........................................................................... 15
14.4 No Assignment of Benefits...................................................................... 16
14.5 Governing Law.................................................................................. 16
14.6 Application of Funds........................................................................... 16
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14.7 Rights as a Shareholder........................................................................ 16
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INDEPENDENT BANK CORORATION
LONG-TERM INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1 Establishment of the Plan. Independent Bank Corporation, a Michigan
corporation (the "Company"), hereby establishes an incentive compensation plan
to be known as the "Independent Bank Corporation Long-Term Incentive Plan" (the
"Plan"), as set forth in this document. The Plan permits the granting of stock
options, stock appreciation rights, restricted stock, and other stock-based
awards to key employees of the Company and its Subsidiaries, as well as
Directors and Consultants. Upon approval by the Board of Directors of the
Company, subject to ratification by the affirmative vote of holders of a
majority of shares of the Company's Common Stock present and entitled to vote at
the 2002 Annual Meeting of Shareholders, the Plan shall be effective as of April
1, 2002 (the "Effective Date").
1.2 Purpose of the Plan. The purpose of the Plan is to promote the
long-term success of the Company for the benefit of the Company's shareholders,
through stock-based compensation, by aligning the personal interests of Plan
Participants with those of its shareholders. The Plan is designed to allow Plan
Participants to participate in the Company's future, as well as to enable the
Company to attract, retain and award such individuals.
1.3 Term of Plan. No Awards shall be granted pursuant to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the Termination Date may extend beyond that date.
ARTICLE 2
DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings set
forth below:
2.1 "Administrator" shall mean the Board or any of the Committees
designated to administer the Plan in accordance with Section 3.1 of the Plan.
2.2 "Award" shall mean any award under this Plan of any Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares or Other Stock-Based
Award.
2.3 "Award Agreement" shall mean an agreement evidencing the grant of an
Award under this Plan. Awards under the Plan shall be evidenced by Award
Agreements that set forth the details, conditions and limitations for each
Award, as established by the Administrator and shall be subject to the terms and
conditions of the Plan.
2.4 "Award Date" shall mean the date that an Award is made, as specified
in an Award Agreement.
2.5 "Board" shall mean the Board of Directors of the Company.
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2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.7 "Employee" shall mean any person employed by the Company or a
Subsidiary. Neither service as a Director nor the payment of a Director's fee by
the Company shall be sufficient to constitute employment by the Company.
2.8 "Committee" shall mean one of the Committees, as specified in Article
3, appointed by the Board to administer the Plan.
2.9 "Common Stock" shall mean the Common Stock, par value $1.00 per share,
of the Company.
2.10 "Consultant" shall mean any person or entity engaged by the Company
or a Subsidiary to render services to the Company or that Subsidiary.
2.11 "Director" shall mean a member of the Board or a member of the Board
of Directors of a Subsidiary.
2.12 "Disability" shall mean permanent and total disability as determined
under the rules and guidelines established by the Committee for purposes of the
Plan.
2.13 "Fair Market Value" shall be the closing sale price of the Company's
Common Stock for such date on the National Association of Securities Dealers
Automated Quotation System or any successor system then in use (NASDAQ). If no
sale of shares of Common Stock is reflected on NASDAQ on a date, "Fair Market
Value" shall be determined according to the closing sale price on the next
preceding day on which there was a sale of shares of Common Stock reflected on
NASDAQ.
2.14 "Incentive Stock Option" or "ISO" shall mean an option to purchase
shares of Common Stock granted under Article 6, which is designated as an
Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.
2.15 "Insider" shall mean an employee who is an officer (as defined in
Rule 16a-1(f) of the Exchange Act) or Director, or holder of more than ten
percent (10%) of its outstanding shares of the Company's Common Stock.
2.16 "Nonemployee Director" shall mean a person who satisfies (1) the
definition of "Nonemployee Director" within the meaning set forth in Rule
16b-3(b)(3), as promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"), or any
successor definition adopted by the SEC, or (2) the definition of "outside
director" within the meaning of Section 162(m) of the Code.
2.17 "Nonqualified Stock Option" or "NQSO" shall mean an option to
purchase shares of Common Stock, granted under Article 6, which is not an
Incentive Stock Option.
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2.18 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
2.19 "Option Price" shall mean the price at which a share of Common Stock
may be purchased by a Participant pursuant to an Option, as determined by the
Committee.
2.20 "Other Stock-Based Award" shall mean an Award under Article 10 of
this Plan that is valued in whole or in part by reference to, or is payable in
or otherwise based on, Common Stock.
2.21 "Participant" shall mean an employee of the Company or a Subsidiary,
a Director or Consultant who holds an outstanding Award granted under the Plan.
2.22 "Performance Shares" shall mean an Award granted under Article 9 of
this Plan evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.
2.23 "Permitted Transferee" means (i) the spouse, children or
grandchildren of a Participant (each an "Immediate Family Member"), (ii) a trust
or trusts for the exclusive benefit of the Participant and/or one or more
Immediate Family Members, or (iii) a partnership or limited liability company
whose only partners or members are the Participant and/or one or more Immediate
Family Members.
2.24 "Restricted Stock" shall mean an Award granted to a Participant under
Article 8 of this Plan.
2.25 "Retirement" shall mean the termination of a Participant's employment
with the Company or a Subsidiary after the Participant attains the age of 55.
With respect to a Director, Retirement shall mean the termination of a
Director's service as a Director of the Company or a Subsidiary after serving as
a Director of the Company and/or any Subsidiary for a period of at least five
(5) consecutive years prior to the date of termination of such service.
2.26 "Stock Appreciation Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.
2.27 "Subsidiary" shall mean any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.
2.28 "Termination of Service" shall mean the termination of an Employee's
employment with the Company or a Subsidiary. An Employee employed by a
Subsidiary shall also be deemed to incur a Termination of Service if the
Subsidiary ceases to be a Subsidiary and the Participant does not immediately
thereafter become an employee of the Company or another Subsidiary. With respect
to a Participant that is not an Employee, Termination of Service shall
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mean the termination of the person's service as a Director or as a Consultant to
the Company or a Subsidiary.
ARTICLE 3
ADMINISTRATION
3.1 The Committee. The Plan may be administered by different Committees
with respect to different groups of Plan Participants. To the extent that the
Administrator determines it to be desirable to qualify Awards granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a committee of two or more Non-Employee
Directors. To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b-3. Other than as provided
above, the Plan shall be administered by (a) the Board, or (b) a Committee,
which Committee shall be constituted to satisfy the foregoing conditions.
3.2 Committee Authority. Subject to the Company's Articles of
Incorporation, Bylaws and the provisions of this Plan, the Administrator shall
have full authority to grant Awards to key Employees of the Company or a
Subsidiary, as well as Directors and Consultants, provided that Awards covering
more than twenty percent (20%) of Plan Shares shall not be made to any one
Employee. Awards may be granted singly, in combination, or in tandem. The
authority of the Administrator shall include the following:
(a) To select the key employees of the Company or a Subsidiary,
Directors or Consultants to whom Awards may be granted under the Plan;
(b) To determine whether and to what extent Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares and Other
Stock-Based Awards, or any combination thereof are to be granted under the
Plan;
(c) To determine the number of shares of Common Stock to be covered
by each Award;
(d) To determine the terms and conditions of any Award Agreement,
including, but not limited to, the Option Price, any vesting restriction
or limitation, any vesting schedule or acceleration thereof, or any
forfeiture restrictions or waiver thereof, regarding any Award and the
shares of Common Stock relating thereto, based on such factors as the
Administrator shall determine in its sole discretion;
(e) To determine whether, to what extent and under what
circumstances grants of Awards are to operate on a tandem basis and/or in
conjunction with or apart from other cash compensation arrangement made by
the Company other than under the terms of this Plan;
(f) To determine under what circumstances an Award may be settled in
cash, Common Stock, or a combination thereof; and
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(g) To determine to what extent and under what circumstances shares
of Common Stock and other amounts payable with respect to an Award shall
be deferred.
The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award Agreement) and to
otherwise supervise the administration of the Plan. A majority of the any
Committee shall constitute a quorum, and the acts of a majority of a quorum at
any meeting, or acts reduced to or approved in writing by a majority of the
members of any Committee, shall be the valid acts of any Committee. The
interpretation and construction by any Committee of any provisions of the Plan
or any Award granted under the Plan shall be final and binding upon the Company,
the Board and Participants, including their respective heirs, executors and
assigns. No member of the Board or any Committee shall be liable for any action
or determination made in good faith with respect to the Plan or an Award granted
hereunder. Notwithstanding the foregoing, without the prior approval of the
Company's shareholders, neither the Committee nor the Board of Directors shall
have the authority to lower the option exercise price of previously granted
Awards, whether by means of the amendment of previously granted Awards or the
replacement or regrant, through cancellation, of previously granted Awards.
ARTICLE 4
COMMON STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 13.1, the maximum aggregate
number of shares of Common Stock which may be issued under this Plan, which may
be either unauthorized and unissued Common Stock or issued Common Stock
reacquired by the Company ("Plan Shares") shall be 1,325,000 Shares. Not more
than fifteen percent (15%) of the Plan Shares may be issued to Plan Participants
as Restricted Stock.
Determinations as to the number of Plan Shares that remain available for
issuance under the Plan shall be made in accordance with such rules and
procedures as the Administrator shall determine from time to time. If an Award
expires unexercised or is forfeited, cancelled, terminated or settled in cash in
lieu of Common Stock, the shares of Common Stock that were theretofore subject
(or potentially subject) to such Award may again be made subject to an Award
Agreement.
ARTICLE 5
ELIGIBILITY
The persons who shall be eligible to receive Awards under the Plan shall
be selected by the Administrator from time to time. In making such selections,
the Administrator shall consider the nature of the services rendered by such
persons, their present and potential contribution to the Company's success and
the success of the particular Subsidiary of the Company by which they are
employed or to whom they provide services, and such other factors as the
Administrator in its discretion shall deem relevant. Participants may hold more
than one Award, but only on the
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terms and subject to the restrictions set forth in the Plan and their respective
Award Agreements. No Participant may receive Awards under the Plan covering more
than twenty-five percent (25%) of Plan Shares.
ARTICLE 6
STOCK OPTIONS
6.1 Options. Options may be granted alone or in addition to other Awards
granted under this Plan. Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).
6.2 Grants. The Administrator shall have the authority to grant to any
Participant one or more Incentive Stock Options, Nonqualified Stock Options, or
both types of Options. To the extent that any Option does not qualify as an
Incentive Stock Option (whether because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the Participants affected,
to disqualify any Incentive Stock Option under such Section 422. An Incentive
Stock Option shall not be granted to an individual who, on the date of grant,
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company. The aggregate Fair Market Value,
determined on the Award Date of the shares of Common Stock with respect to which
one or more Incentive Stock Options (or other incentive stock options within the
meaning of Section 422 of the Code, under all other option plans of the Company)
granted on or after January 1, 1987, that are exercisable for the first time by
a Participant during any calendar year shall not exceed the $100,000 limitation
imposed by Section 422(d) of the Code.
6.4 Terms of Options. Options granted under the Plan shall be evidenced by
Award Agreements in such form as the Administrator shall, from time to time
approve, which Agreement shall comply with and be subject to the following terms
and conditions:
(a) Option Price. The Option Price per share of Common Stock
purchasable under an Option shall be determined by the Committee at the
time of grant but shall be not less than one hundred percent (100%) of the
Fair Market Value of the Common Stock at the Award Date.
(b) Option Term. The term of each Option shall be fixed by the
Administrator, provided that no Option that has been designated as an
Incentive Stock Option shall be exercisable more than ten (10) years after
the date the Option is granted.
(c) Exercisability. An Option shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Administrator and set
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forth in the Award Agreement. If the Administrator provides that any
Option is exercisable only in installments, the Administrator may at any
time waive such installment exercise provisions, in whole or in part,
based on such factors as the Administrator may determine.
(d) Method of Exercise. Subject to whatever installment exercise and
waiting period provisions apply under subsection (c) above, Options may be
exercised in whole or in part at any time during the term of the Option,
by giving written notice of exercise to the Company specifying the number
of shares to be purchased. Such notice shall be accompanied by payment in
full of the purchase price in such form as the Administrator may accept.
Notwithstanding the foregoing, an Option shall not be exercisable with
respect to less than 100 shares of Common Stock unless the remaining
shares covered by an Option are fewer than 100 shares. If and to the
extent determined by the Administrator in its sole discretion at or after
grant, payment in full or in part may also be made in the form of Common
Stock owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances and with respect to any
shares of Common Stock acquired upon the exercise of an Option, has been
held by the Optionee for a period of at least six (6) consecutive months),
or by reduction in the number of shares issuable upon such exercise based,
in each case, on the Fair Market Value of the Common Stock on the last
trading date preceding payment as determined by the Administrator. No
shares of stock shall be issued until payment has been made. A Participant
shall generally have the rights to dividends or other rights of a
shareholder with respect to shares subject to the Option when the person
exercising such option has given written notice of exercise, has paid for
such shares as provided herein, and, if requested, has given the
representation described in Section 13.1 of the Plan.
(e) Transferability of Options. No Option may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution, provided, however, the
Administrator may, in its discretion, authorize all or a portion of a
Nonqualified Stock Option to be granted to an optionee to be on terms
which permit transfer by such optionee to a Permitted Transferee, provided
that (i) there may be no consideration for any such transfer (other than
the receipt of or interest in a family partnership or limited liability
company), (ii) the Award Agreement pursuant to which such Options are
granted must be approved by the Administrator, and must expressly provide
for transferability in a manner consistent with this Section 6.4(e), and
(iii) subsequent transfers of transferred Options shall be prohibited
except those in accordance with Section 6.4(h). Following transfer, any
such Options shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer. The events of
termination of service of Sections 6.4(f), (g) and (h) hereof, and the tax
withholding obligations of Section 14.3 shall continue to be applied with
respect to the original optionee, following which the Options shall be
exercisable by the Permitted Transferee only to the extent, and for the
periods specified in Sections 6(f), (g), and (h). The Company shall not be
obligated to notify Permitted Transferee(s) of the expiration or
termination of any Option. Further, all Options shall be exercisable
during the Participant's lifetime only by such Participant and, in the
case of a Nonqualified Stock
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Option, by a Permitted Transferee. The designation of a person entitled to
exercise an Option after a person's death will not be deemed a transfer.
(f) Termination of Service for Reasons other than Retirement,
Disability, or Death. Upon termination of Service for any reason other
than Retirement or on account of Disability or death, each Option held by
the Participant shall, to the extent rights to purchase shares under such
Option have accrued at the date of such Termination of Service and shall
not have been fully exercised, be exercisable, in whole or in part, at any
time for a period of no more than three (3) months following Termination
of Service, subject, however, to prior expiration of the term of such
Options and any other limitations on the exercise of such Options in
effect at the date of exercise. Whether an authorized leave of absence or
absence because of military or governmental service shall constitute
Termination of Service for such purposes shall be determined by the
Administrator, which determination shall be final and conclusive.
(g) Termination of Service for Retirement or Disability. Upon
Termination of Service by reason of Retirement or Disability, each Option
held by such Participant shall, to the extent rights to purchase shares
under the Option have accrued at the date of such Retirement or Disability
and shall not have been fully exercised, remain exercisable in whole or in
part during the original term of such Options held by that Participant.
(h) Termination of Service for Death. Upon Termination of Service
due to death, each Option held by such Participant or Permitted Transferee
shall, to the extent rights to purchase shares under the Options have
accrued at the date of death and shall not have been fully exercised, be
exercisable, in whole or in part, by the personal representative of the
estate of the Participant or Permitted Transferee or by any person or
persons who shall have acquired the Option directly from the Participant
or Permitted Transferee by bequest or inheritance at any time during the
twelve (12) month period following death, subject, however, in any case,
to the prior expiration of the term of the Option and any other limitation
on the exercise of such Option in effect at the date of exercise.
(i) Termination of Options. Any Option that is not exercised within
whichever of the exercise periods specified in Sections 6.4(f), (g) or (h)
is applicable shall terminate upon expiration of such exercise period.
(j) Purchase and Settlement Provisions. The Administrator may at any
time offer to purchase an Option previously granted, based on such terms
and conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made. In addition, if an Award
Agreement so provides at the Award Date or is thereafter amended to so
provide, the Administrator may require that all or part of the shares of
Common Stock to be issued with respect to the exercise of an Option, in an
amount not greater than the Fair Market Value of the shares that is in
excess of the aggregate Option Price, take the form of Performance Shares,
which shall be valued on the date of exercise on the basis of the Fair
Market Value of such Performance Shares
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determined without regard to the deferral limitations and/or forfeiture
restrictions involved.
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ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grant of SARs. The Administrator may approve the grant of Stock
Appreciation Rights ("SARs") that are related to Options only. A SAR may be
granted only at the time of grant of the related Option. A SAR will entitle the
holder of the related Option, upon exercise of the SAR, to surrender such
Option, or any portion thereof to the extent unexercised, with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount computed pursuant to Section 7.2. Such Option will, to the extent
surrendered, then cease to be exercisable. Subject to Section 6.4, a SAR granted
hereunder will be exercisable at such time or times, and only to the extent that
a related Option is exercisable, and will not be transferable except to the
extent that such related Option may be transferable.
7.2 Payment of SAR Amount. Upon the exercise of a SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying (i) the difference between the Fair Market Value of a share of
Common Stock on the date of exercise over the Option Price, by (ii) the number
of shares of Common Stock with respect to which the SAR is exercised. At the
discretion of the Committee, the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.
7.3 Nontransferability. No SAR may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all SARs shall be exercisable, during
the Participant's lifetime, only by such Participant.
ARTICLE 8
RESTRICTED STOCK
8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued
either alone or in addition to other Awards granted under the Plan. The
Administrator shall determine the eligible persons to whom, and the time or
times at which, grants of Restricted Stock will be made, the number of shares to
be awarded, the price (if any) to be paid by the Participant, the time or times
within which such Awards may be subject to forfeiture, the vesting schedule and
rights to acceleration thereof, and all other terms and conditions of the
Awards. The Administrator may condition the grant of Restricted Stock upon the
achievement of specific business objectives, measurements of individual or
business unit or Company performances, or such other factors as the
Administrator may determine. The provisions of Restricted Stock awards need not
be the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.
8.2 Awards and Certificates. A Participant selected to receive a
Restricted Stock Award shall not have any rights with respect to such Award,
unless and until such Participant has executed an Award Agreement evidencing the
Award and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the applicable terms and conditions of such Award.
Further, such Award shall be subject to the following conditions:
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(a) Acceptance. Awards of Restricted Stock must be accepted within a
period of thirty (30) days (or such shorter period as the Committee may
specify at grant) after the Award Date, by executing an Award Agreement
and by paying whatever price (if any) the Committee has designated for
such shares of Restricted Stock.
(b) Legend. Each Participant receiving a Restricted Stock Award
shall be issued a stock certificate in respect of such shares of
Restricted Stock. Such certificate shall be registered in the name of such
Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in
the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of the Independent Bank Corporation Long-Term
Incentive Plan and related Award Agreement entered into between the
registered owner and the Company, dated ___. Copies of such Plan and
Agreement are on file in the offices of the Company, 230 West Main
Street, Ionia, Michigan 48846."
(c) Custody. The Committee may require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
award of Restricted Stock, the Participant shall have delivered a duly
signed stock power, endorsed in blank, relating to the Common Stock
covered by such Award.
8.3 Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Plan shall be subject to the following restrictions and
conditions:
(a) Restriction Period. Subject to the provisions of this Plan and
the Award Agreement, during a period set by the Administrator commencing
with the Award Date (the "Restriction Period"), the Participant shall not
be permitted to sell, transfer, pledge, or assign shares of Restricted
Stock awarded under this Plan. Subject to these limits, the Administrator,
in its sole discretion, may provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or in
part, based on service, performance and/or such other factors or criteria
as the Administrator may determine.
(b) Rights as Shareholder. Except as provided in this subsection (b)
and subsection (a) above, the Participant shall have, with respect to the
shares of Restricted Stock, all of the rights of a holder of shares of
Common Stock of the Company including the right to receive any dividends.
The Administrator, in its sole discretion, as determined at the time of
Award, may permit or require the payment of dividends to be deferred. If
any dividends or other distributions are paid in shares of Common Stock,
such shares shall be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which
they were paid.
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(c) Termination of Service. Subject to the applicable provisions of
the Award Agreement and this Article 8, upon Termination of Service for
any reason during the Restriction Period, all Restricted Shares still
subject to restriction will vest or be forfeited in accordance with the
terms and conditions established by the Committee as specified in the
Award Agreement.
(d) Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the
certificates for such shares shall be delivered to the Participant.
ARTICLE 9
PERFORMANCE SHARES
9.1 Award of Performance Shares. Performance Shares may be awarded either
alone or in addition to other Awards granted under this Plan. The Administrator
shall determine the eligible persons to whom and the time or times at which
Performance Shares shall be awarded, the number of Performance Shares to be
awarded to any person, the duration of the period (the "Performance Period")
during which, and the conditions under which, receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in Section 9.2, as specified in the Award Agreement. The
Administrator may condition the grant of Performance Shares upon the achievement
of specific business objectives, measurements of individual or business unit or
Company performance, or such other factors or criteria as the Administrator
shall determine. The provisions of the award of Performance Shares need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.
8.2 Terms and Conditions. Performance Shares awarded pursuant to this
Article 9 shall be subject to the following terms and conditions:
(a) Nontransferability. Subject to the provisions of this Plan and
the related Award Agreement, Performance Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Performance
Period. At the expiration of the Performance Period, share certificates or
cash of an equivalent value (as the Administrator may determine in its
sole discretion) shall be delivered to the Participant, or his legal
representative, in a number equal to the shares covered by the Award
Agreement.
(b) Dividends. Unless otherwise determined by the Administrator at
the time of Award, amounts equal to any cash dividends declared during the
Performance Period with respect to the number of shares of Common Stock
covered by a Performance Share Award will not be paid to the Participant.
(c) Termination of Employment. Subject to the provisions of the
Award Agreement and this Article 9, upon Termination of Service for any
reason during the Performance Period for a given Award, the Performance
Shares in question will vest or
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be forfeited in accordance with the terms and conditions established by
the Administrator at or after grant.
(d) Accelerated Vesting. Based on service, performance and/or such
other factors or criteria as the Administrator may determine and set forth
in the Award Agreement, the Administrator may, at or after grant,
accelerate the vesting of all or any part of any award of Performance
Shares and/or waive the deferral limitations for all or any part of such
Award.
ARTICLE 10
OTHER STOCK-BASED AWARDS
10.1 Other Awards. Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options, SARs, or Performance Shares. Subject to
the provisions of this Plan, the Administrator shall have authority to determine
the persons to whom and the time or times at which such Awards shall be made,
the number of shares of Common Stock to be awarded pursuant to such awards, and
all other conditions of the Awards. The Administrator may also provide for the
grant of Common Stock under such Awards upon the completion of a specified
performance period. The provisions of Other Stock-Based Awards need not be the
same with respect to each Participant and such Awards to individual Participants
need not be the same in subsequent years.
10.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this
Article 10 shall be set forth in an Award Agreement and shall be subject to the
following terms and conditions:
(a) Nontransferability. Subject to the provisions of this Plan and
the Award Agreement, shares of Common Stock subject to Awards made under
this Article 10 may not be sold, assigned, transferred, pledged, or
otherwise encumbered prior to the date on which the shares are issued, or,
if later, the date on which any applicable restriction, performance or
deferral period lapses.
(b) Dividends. Unless otherwise determined by the Administrator at
the time of Award, subject to the provisions of this Plan and the Award
Agreement, the recipient of an Award under this Article 10 shall be
entitled to receive, currently or on a deferred stock basis, dividends or
other distributions with respect to the number of shares of Common Stock
covered by the Award.
(c) Vesting. Any Award under this Article 10 and any Common Stock
covered by any such Award shall vest or be forfeited to the extent so
provided in the Award Agreement, as determined by the Administrator, in
its sole discretion.
(d) Waiver of Limitation. In the event of the Participant's
Retirement, Disability or death, or in cases of special circumstances, the
Administrator may, in its
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sole discretion, waive in whole or in part any or all of the limitations
imposed hereunder (if any) with respect to any or all of an Award under
this Article 10.
(e) Price. Common Stock issued or sold under this Article 10 may be
issued or sold for no cash consideration or such consideration as the
Administrator shall determine and specify in the Award Agreement.
ARTICLE 11
TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time amend, discontinue or terminate this Plan or any
part thereof (including any amendment deemed necessary to ensure that the
Company may comply with any applicable regulatory requirement); provided,
however, that, unless otherwise required by law, the rights of a Participant
with respect to Awards granted prior to such amendment, discontinuance or
termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the Company's shareholders, no
amendment may be made which would (i) increase the aggregate number of shares of
Common Stock that may be issued under this Plan (except by operation of Article
4 or of Section 13.1); (ii) decrease the option price of any Option to less than
one hundred percent (100%) of the Fair Market Value on the date of grant for an
Option; or (iii) extend the maximum option period under Section 6.4(b) of the
Plan. The Administrator may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Section 13.2, no such amendment
or other action by the Administrator shall impair the rights of any Participant
without the Participant's consent. Awards may not be granted under the Plan
after the Termination Date, but Awards granted prior to such date shall remain
in effect or become exercisable pursuant to their respective terms and the terms
of this Plan.
ARTICLE 12
UNFUNDED PLAN
This Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company, nothing contained herein shall give any such Participant any
rights that are greater than those of a general creditor of the Company.
ARTICLE 13
ADJUSTMENT PROVISIONS
13.1 Antidilution. Subject to the provisions of this Article 13, if the
outstanding shares of Common Stock are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with respect to
such shares of Common Stock or other securities, through merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares provided
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in Article 4 of the Plan, (ii) the number and kind of shares or other securities
subject to the then outstanding Awards, and (iii) the price for each share or
other unit of any other securities subject to the then outstanding Awards.
13.2 Change in Control. Notwithstanding Section 13.1, upon dissolution or
liquidation of the Company, or upon a reorganization, merger, or consolidation
of the Company with one or more corporations as a result of which the Company is
not the surviving corporation, or upon the sale of all or substantially all the
assets of the Company, all Awards then outstanding under the Plan will be fully
vested and exercisable and all restrictions will immediately cease, unless
provisions are made in connection with such transaction for the continuance of
the Plan and the assumption of or the substitution for such Awards of new Awards
covering the stock of a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices.
13.3 Adjustments by Administrator. Any adjustments pursuant to this
Article 13 will be made by the Administrator, whose determination as to what
adjustments will be made and the extent thereof will be final, binding, and
conclusive. No fractional interest will be issued under the Plan on account of
any such adjustments. Only cash payments will be made in lieu of fractional
shares.
ARTICLE 14
GENERAL PROVISIONS
14.1 Legend. The Administrator may require each person purchasing shares
pursuant to an Award under the Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Administrator
deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, any applicable Federal or state securities law,
and any applicable corporate law, and the Administrator may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
14.2 No Right to Employment. Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall there be a
limitation in any way on the right of the Company or any Subsidiary by which an
employee is employed to terminate his or her employment at any time.
14.3 Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Participant of, any Federal, state or
local taxes required by law to be withheld. Unless otherwise
15
prohibited by the Administrator, each Participant may satisfy any such
withholding tax obligation by any of the following means or by a combination of
such means: (a) tendering a cash payment; (b) authorizing the Company to
withhold from the shares otherwise issuable to the Participant a number of
shares having a Fair Market Value as of the "Tax Date," less than or equal to
the amount of the withholding tax obligation; or (c) delivering to the Company
unencumbered shares owned by the Participant having a Fair Market Value, as of
the Tax Date, less than or equal to the amount of the withholding tax
obligation. The "Tax Date" shall be the date that the amount of tax to be
withheld is determined.
14.4 No Assignment of Benefits. No Award or other benefit payable under
this Plan shall, except as otherwise specifically transfer, provided by law, be
subject in any manner to anticipation, alienation, attachment, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, attach, sell, transfer, assign, pledge, encumber or charge, any such
benefits shall be void, and any such benefit shall not in any manner be liable
for or subject to the debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person.
14.5 Governing Law. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Michigan.
14.6 Application of Funds. The proceeds received by the Company from the
sale of shares of Common Stock pursuant to Awards granted under this Plan will
be used for general corporate purposes.
14.7 Rights as a Shareholder. Except as otherwise provided in an Award
Agreement, a Participant shall have no rights as a shareholder of the Company
until he or she becomes the holder of record of Common Stock.
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